Terms & Conditions
Last Updated: June 6, 2025

1. Introduction

These dME Terms of Service (this "Agreement") govern Customer’s access to and use of the software, websites, mobile applications and related services provided by DME NETWORK SpA, a Chilean simplified joint‑stock company (SpA) having its registered office at Badajoz Nro. 100, Of. 1014, Comuna De Las Condes, Región Metropolitana, Chile ("dME", "we", "us" or "our") (collectively, the "Services"). If you have any questions about the Services or this Agreement, please contact us at jj@dme.network.

2. Assent to the Agreement

By placing an order form, clicking “I Agree”, creating an account, or by accessing or using any part of the Services, the customer entity identified in the applicable order ("Customer", "you" or "your") agrees to be bound by this Agreement as of the earliest of:
(a) the date Customer first accesses or uses the Services;
(b) the effective date stated in an order form executed between Customer and dME (an "Order"); or
(c) the date Customer clicks or checks “I Agree” (or similar language) presented with these terms.
If you do not have authority to bind Customer or do not agree to all of the terms of this Agreement, you must not use the Services.

3. Partner Purchases

If Customer purchases the Services from an authorised reseller or distributor ("Partner"), then, as between Customer and dME, this Agreement governs the Services. Any additional or conflicting terms contained in the agreement between Customer and Partner apply only between Customer and Partner, and dME is not responsible for them.

4. Evaluations and Beta Services

If dME provides the Services (or any feature) to Customer on a proof‑of‑concept, evaluation, beta, pilot or other trial basis ("Evaluation Services"), the Evaluation Services are provided as is without warranties of any kind, may be suspended or terminated at any time, and dME’s total liability arising out of Evaluation Services will not exceed $5,000.

5. Subscription Grant

5.1 Licence Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable fees, dME grants Customer a limited, worldwide, non‑exclusive, non‑transferable, non‑sublicensable right during the Subscription Term (defined below) to (a) access and use the hosted components of the Services; and (b) install and use any downloadable software components of the Services ("Software") solely for Customer’s internal business purposes, in accordance with the documentation provided by dME ("Documentation") and the usage limits specified in the applicable Order.

5.2 Restrictions.

Customer shall not (and shall not permit anyone to):
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(i) copy, modify, or create derivative works of the Services or Software;
(ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas;
(iii) resell, lease, lend, distribute, or otherwise commercialise the Services to, or for the benefit of, any third party;
(iv) remove or alter any proprietary notices;
(v) use the Services to infringe or violate any rights of any third party or any law;
(vi) attempt to disable or circumvent any security or usage controls; or
(vii) use the Services to store or transmit malicious code or unlawful content.

6. Users and Accounts

Only Customer’s employees and contractors who are authorised by Customer ("Authorised Users") may access the Services. Customer is responsible for:

(a) ensuring that Authorised Users keep their log‑in credentials confidential;

(b) all activity occurring under its accounts; and

(c) ensuring that all Authorised Users comply with this Agreement.

7. Fees and Payment

7.1 Direct Orders. Fees and payment terms are set out in the Order. Unless otherwise stated: (i) invoices are due within thirty (30) days of the invoice date; (ii) all payments must be made in dolars; (iii) fees are non‑cancellable and non‑refundable except as expressly stated in this Agreement; and (iv) overdue amounts accrue interest at the rate of 1.5% per month (or the maximum legal rate, if lower). Customer is responsible for all taxes except those based on dME’s net income.

7.2 Partner Orders. If Customer purchases through a Partner, payment terms are between Customer and Partner. If a refund is due under this Agreement, dME will refund the Partner, and Customer must obtain the refund from the Partner.

8. Customer Data

8.1 Ownership.Customer retains all right, title and interest in and to data uploaded to or generated within the Services by or on behalf of Customer ("Customer Data").

8.2 Licence to dME. Customer grants dME and its affiliates a worldwide, non‑exclusive licence to host, copy, process, transmit and otherwise use Customer Data: (a) to provide, maintain and improve the Services; (b) to develop analytics and aggregated statistics that do not identify Customer or any individual ("Aggregated Data"); and (c) as otherwise permitted in this Agreement.

8.3 Data Protection. If Customer Data includes personal data, the parties will comply with the dME Data Processing Addendum ("DPA"), incorporated by reference and available at https://dme.com/tos.

9. Confidentiality

Each party may receive non‑public or proprietary information of the other party ("Confidential Information"). The recipient shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses for its own similar information (and no less than reasonable care); and (c) not disclose Confidential Information to any third party except to its affiliates, employees and advisers who have a need to know and are bound by confidentiality obligations at least as protective as this section. These obligations do not apply to information that is public through no fault of the recipient; was lawfully known to the recipient without confidentiality obligations; was lawfully received from a third party without confidentiality obligations; or was independently developed without use of the discloser’s Confidential Information.

10. Intellectual Property

Except for the limited rights expressly granted herein, dME and its licensors own all right, title and interest in and to the Services, Software, Documentation, Aggregated Data, and all related intellectual property rights. Customer grants dME a perpetual, irrevocable, royalty‑free licence to use and incorporate into the Services any suggestions or feedback provided by Customer or its users.

11. Warranties and Disclaimers

11.1 Limited Warranty. dME warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. Customer must notify dME of any warranty breach within thirty (30) days of discovery. As Customer’s exclusive remedy and dME’s entire liability for a breach of this warranty, dME will use commercially reasonable efforts to correct the non‑conformity, and if dME cannot do so within a reasonable time, Customer may terminate the affected Order and dME will refund any prepaid unused fees.

11.2 Disclaimer. Except for the express warranties in this Agreement, the Services are provided as is and dME disclaims all other warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non‑infringement, and any warranties arising from course of dealing or usage of trade. dME does not warrant that the Services will be uninterrupted or error‑free.

12. Limitation of Liability

12.1 Exclusion of Certain Damages. Neither party will be liable for any indirect, incidental, consequential, special or punitive damages, or for any loss of profits, revenue, business, data or goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages.

12.2 Liability Cap. Each party’s aggregate liability arising out of or related to this Agreement will not exceed the total amounts paid or payable by Customer under the Order giving rise to the claim in the twelve (12) months preceding the first event giving rise to liability. The foregoing cap will not apply to: (a) Customer’s payment obligations; (b) a party’s gross negligence or wilful misconduct; or (c) breach of Section 9 (Confidentiality).

13. Indemnification

13.1 dME Indemnity. dME will defend Customer against any third‑party claim alleging that the Services, when used in accordance with this Agreement, infringe such third party’s patent, copyright or trade mark (an "IP Claim") and will indemnify Customer from damages finally awarded (or settled, with dME’s consent) in connection with an IP Claim. If the Services become, or in dME’s opinion are likely to become, subject to an IP Claim, dME may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services to make them non‑infringing; or (c) terminate the affected Services and refund any prepaid unused fees. dME will have no liability for IP Claims arising from (i) modifications not made by dME, (ii) use of the Services in combination with items not provided by dME, (iii) Customer Data, or (iv) Customer’s breach of this Agreement.

13.2 Customer Indemnity. Customer will defend and indemnify dME against any claim arising from: (a) Customer Data; (b) Customer’s or any Authorised User’s breach of this Agreement or violation of law; or (c) use of the Services in violation of Section 5.2 (Restrictions).

13.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give sole control of the defence and settlement to the indemnifying party (except that settlement requires the indemnified party’s prior written consent if it imposes an admission of liability or payment obligation on the indemnified party), and provide reasonable cooperation at the indemnifying party’s expense.

14. Term and Termination

14.1 Term. This Agreement starts on the Effective Date of the first Order and continues until all Orders have expired or been terminated.

14.2 Subscription Term and Renewal.Each Order will state the initial subscription term ("Initial Subscription Term"). Unless otherwise stated in the Order, subscriptions automatically renew for successive one‑year periods (each, a "Renewal Term") unless either party gives at least sixty (60) days’ written notice of non‑renewal before the end of the then‑current term. The Initial Subscription Term and all Renewal Terms are the "Subscription Term".

14.3 Termination for Cause. Either party may terminate an Order or this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or enters bankruptcy or receivership.

14.4 Effect of Termination. Upon expiration or termination of an Order: (i) Customer’s right to use the affected Services ceases; (ii) Customer must delete any Software in its possession; and (iii) each party will return or destroy the other party’s Confidential Information. At Customer’s request made within thirty (30) days after termination, dME will make Customer Data available for secure download; thereafter, dME may delete Customer Data without liability.

15. General

15.1 Entire Agreement. This Agreement, including each Order and any referenced policies or addenda, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals and communications.

15.2 Amendments. dME may update this Agreement from time to time. Changes become effective on renewal of the Subscription Term or entry into a new Order. dME will notify Customer of material changes at least thirty (30) days before they take effect.

15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in its entirety (including all Orders) without consent to its successor in connection with a merger, acquisition or sale of substantially all its assets.

15.4 Governing Law; Venue. This Agreement is governed by the laws of Chile, excluding its conflict‑of‑laws rules. The Courts of Santiago, Región Metropolitana have exclusive jurisdiction to resolve any dispute arising out of or relating to this Agreement, and each party waives any right to jury trial.

15.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

15.6 Force Majeure. Neither party is liable for failure or delay to perform due to causes beyond its reasonable control, such as natural disasters, war, terrorism, riots, labour disputes, government actions or Internet failures.

15.7 Notices. Notices must be in writing and will be deemed given when delivered by hand, email (with confirmation of receipt) or by nationally recognised overnight courier to the address specified in the Order.

15.8 Severability and Waiver. If any provision is held unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision is not a waiver.

15.9 Export. Customer shall comply with all applicable export laws and regulations in its use of the Services and shall not permit access or use from any country or by any individual prohibited by applicable law.